Common use of Limited Voting Rights Clause in Contracts

Limited Voting Rights. Except to the extent as hereinafter expressly provided or as otherwise required by applicable law, the 6% Senior Preferred Stock shall not have the right to vote (individually, as a series, class or in the aggregate) on any matter. (i) In the event that dividends on the 6% Senior Preferred Stock, if any, are then declared but not paid as of the relevant dividend date and remain unpaid in cash for six subsequent quarterly periods, the maximum authorized number of directors of the Company will be increased as necessary to allow the holders of 6% Senior Preferred Stock to elect twenty percent (20%) of the directors on the basis of one vote per each $10.00 amount of liquidation preference (exclusive of accumulated dividends). So long as any shares of 6% Senior Preferred Stock shall be outstanding, the holders of 6% Senior Preferred Stock shall retain the right to vote and elect such number/percentage of directors until all dividends on the 6% Senior Preferred Stock, if any, which are then declared but not paid as of the relevant dividend date, are paid in full or declared and set aside for payment. Such period is hereinafter referred to as a "Default Period". (ii) So long as any shares of 6% Senior Preferred Stock shall be outstanding, during any Default Period, such voting right of the holders of 6% Senior Preferred Stock may be exercised initially at a special meeting called pursuant to Section 6(iii) below or at any annual meeting of stockholders. The absence of a quorum of holders of Common Stock or any class thereof shall not affect the exercise of such voting rights by the holders of 6% Senior Preferred Stock. (iii) Unless the holders of 6% Senior Preferred Stock have, during an existing Default Period, previously exercised their right to elect directors, the Board may order, or any stockholder or stockholders owning in the aggregate not less than 25% of the outstanding shares of 6% Senior Preferred Stock may request, the calling of a special meeting of holders of 6% Senior Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Company. Notice of such meeting and of any annual meeting at which holders of 6% Senior Preferred Stock are entitled to vote pursuant to this paragraph shall be given to each holder of record of 6% Senior Preferred Stock by mailing a copy of such notice to such holder at such holder's last address as the same appears on the stock register of the Company. Such meeting shall be called for a time not less than 45 nor more than 90 days after such order or request. Notwithstanding the provisions of this paragraph, no such special meeting shall be called during the period within 90 days immediately preceding the date fixed for the next annual meeting of stockholders. (iv) During any Default Period, the holders of Common Stock, and other classes of stock of the Company, if applicable, shall continue to be entitled to elect all of the directors unless and until the holders of 6% Senior Preferred Stock shall have exercised their right to elect twenty percent (20%) of the directors voting as a class, after the exercise of which right (1) the directors so elected by the holders of 6% Senior Preferred Stock shall continue in office until the earlier of (A) such time as their successors shall have been elected by such holders or (B) the expiration of the Default Period, and (2) any vacancy in the Board may be filled by vote of the remaining directors theretofore elected by the holders of the class of stock which elected the director whose office shall have become vacant. References in this paragraph to directors elected by holders of a particular class of stock shall include directors elected by such directors to fill vacancies as provided in clause (2) of the foregoing sentence. (v) Immediately upon the expiration of a Default Period, (1) the right of the holders of 6% Senior Preferred Stock to elect directors shall cease, (2) the term of any directors elected by the holders of 6% Senior Preferred Stock shall terminate, and (3) subject to immediately preceding Section 6(iv)(2), the number of directors shall be such number as may be provided for in the Certificate of Incorporation or bylaws irrespective of any increase made pursuant to the provisions of Section 6(i) of this section (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or bylaws).

Limited Voting Rights. Except to (a) Holders of the extent as hereinafter expressly provided or as otherwise required by applicable law, the 6% Senior Series E Preferred Stock shall will not have any voting rights, except as set forth in this Section 8. On each matter on which holders of Series E Preferred Stock are entitled to vote, each share of Series E Preferred Stock will be entitled to one vote, except that when shares of any other class or series of the Preferred Shares have the right to vote (individually, with the Series E Preferred Stock as a series, single class or in the aggregate) on any matter, the Series E Preferred Stock and the shares of each such other class or series will have one vote for each $25.00 of liquidation preference (excluding accumulated dividends). (ib) In the event that Whenever dividends on any shares of Series E Preferred Stock are in arrears for six or more quarterly dividend periods, whether or not consecutive, the 6% Senior number of directors constituting the Board will be automatically increased by two (if not already increased by two by reason of the election of directors by the holders of any other class or series of Preferred Shares upon which like voting rights have been conferred and are exercisable and with which the Series E Preferred Stock is entitled to vote as a class with respect to the election of those two directors) and the holders of Series E Preferred Stock, if anyvoting as a single class with all other classes or series of Preferred Shares upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series E Preferred Stock in the election of those two directors, are then declared but not paid as will be entitled to vote for the election of the relevant dividend date and remain unpaid in cash for six subsequent quarterly periods, the maximum authorized number of those two additional directors of at a special meeting called by the Company will be increased as necessary to allow at the request of the holders of 6record of at least 25% Senior of the outstanding shares of Series E Preferred Stock or by the holders of any other class or series of Preferred Shares upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series E Preferred Stock in the election of those two directors (unless the request is received less than 90 days before the date fixed for the next annual or special meeting of stockholders of the Company, in which case, such vote will be held at the earlier of the next annual or special meeting of stockholders of the Company), and at each subsequent annual meeting until all dividends accumulated on the Series E Preferred Stock for all past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. In that case, the right of holders of the Series E Preferred Stock to elect twenty percent (20%) any directors will cease and, unless there are other classes or series of Preferred Shares upon which like voting rights have been conferred and are exercisable, the term of office of any directors elected by holders of the directors on the basis of one vote per each $10.00 amount of liquidation preference (exclusive of accumulated dividends). So long as any shares of 6% Senior Series E Preferred Stock shall immediately terminate and the number of directors constituting the Board shall be outstandingreduced accordingly. For the avoidance of doubt, in no event shall the total number of directors elected by holders of the Series E Preferred Stock (voting as a single class with all other classes or series of Preferred Shares that the Company may issue and upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series E Preferred Stock in the election of such directors) pursuant to the voting rights under this Section 8 exceed two. (c) If a special meeting at a place within the United States designated by the Company is not called by the Company within 30 days after request from the holders of 6% Senior Series E Preferred Stock shall retain as described in Section 8(b) hereof, then the right to vote and elect such number/percentage holders of directors until all dividends on the 6record of at least 25% Senior Preferred Stock, if any, which are then declared but not paid as of the relevant dividend dateoutstanding Series E Preferred Stock may designate a holder to call the meeting at the expense of the Company and such meeting may be called by the holder so designated upon notice similar to that required for annual meetings of stockholders and shall be held at the place within the United States designated by the holder calling such meeting. The Company shall pay all costs and expenses of calling and holding any meeting and of electing directors pursuant to Section 8(b) hereof, are paid in full or declared including, without limitation, the cost of preparing, reproducing and set aside mailing the notice of such meeting, the cost of renting a room for payment. Such period is hereinafter referred such meeting to as a "Default Period"be held, and the cost of collecting and tabulating votes. (iid) If, at any time when the voting rights conferred upon the Series E Preferred Stock pursuant to Section 8(b) hereof are exercisable, any vacancy in the office of a director elected pursuant to Section 8(b) shall occur, then such vacancy may be filled only by the remaining such director or by vote of the holders of record of the outstanding Series E Preferred Stock and any other classes or series of Preferred Shares upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series E Preferred Stock in the election of directors pursuant to Section 8(b). Any director elected or appointed pursuant to Section 8(b) may be removed only by the affirmative vote of holders of the outstanding Series E Preferred Stock and any other classes or series of Preferred Shares upon which like voting rights have been conferred and are exercisable and which classes or series of Preferred Shares are entitled to vote as a class with the Series E Preferred Stock in the election of directors pursuant to Section 8(b), such removal to be effected by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding Series E Preferred Stock and any such other classes or series of Preferred Shares, and may not be removed by the holders of the Common Shares. (e) So long as any shares of 6% Senior Series E Preferred Stock shall be remain outstanding, during any Default Periodthe Company will not, such voting right without the affirmative vote or consent of the holders of 6% Senior at least two-thirds of the shares of the Series E Preferred Stock may be exercised initially outstanding at the time, voting together as a single class with all series of Preferred Shares ranking on a parity with the Series E Preferred Stock upon which like voting rights have been conferred and are exercisable , given in person or by proxy, either in writing or at a special meeting called pursuant meeting, (i) authorize or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to Section 6(iiithe Series E Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any of the authorized capital stock of the Company into such shares, or create or authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) below amend, alter or at repeal the provisions of the Charter, whether by merger, consolidation or otherwise, so as to materially and adversely affect any annual meeting right, preference, privilege or voting power of stockholders. The absence the Series E Preferred Stock (each, an “Event”); provided, however, with respect to the occurrence of a quorum any Event set forth in clause (ii), so long as the Series E Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that, upon an occurrence of an Event, the Company may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of the Series E Preferred Stock and, provided further, that any increase in the amount of the authorized Common Shares or Preferred Shares, including the Series E Preferred Stock, or the creation or issuance of any additional shares of Series E Preferred Stock or other series of Preferred Shares that the Company may issue, or any class thereof increase in the amount of authorized shares of such series, in each case ranking on a parity with or junior to the Series E Preferred Stock that the Company may issue with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect the exercise of such rights, preferences, privileges or voting rights by the holders of 6% Senior Preferred Stockpowers. (iiif) Unless The voting rights provided for in this Section 8 will not apply if, at or prior to the time when the act with respect to which voting by holders of 6% Senior the Series E Preferred Stock havewould otherwise be required pursuant to this Section 8 shall be effected, during an existing Default Period, previously exercised their right to elect directors, the Board may order, or any stockholder or stockholders owning in the aggregate not less than 25% of the all outstanding shares of 6% Senior Preferred Stock may request, the calling of a special meeting of holders of 6% Senior Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Company. Notice of such meeting and of any annual meeting at which holders of 6% Senior Preferred Stock are entitled to vote pursuant to this paragraph shall be given to each holder of record of 6% Senior Preferred Stock by mailing a copy of such notice to such holder at such holder's last address as the same appears on the stock register of the Company. Such meeting shall be called for a time not less than 45 nor more than 90 days after such order or request. Notwithstanding the provisions of this paragraph, no such special meeting shall be called during the period within 90 days immediately preceding the date fixed for the next annual meeting of stockholders. (iv) During any Default Period, the holders of Common Stock, and other classes of stock of the Company, if applicable, shall continue to be entitled to elect all of the directors unless and until the holders of 6% Senior Series E Preferred Stock shall have exercised their right been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to elect twenty percent effect such redemption pursuant to Section 6 hereof. (20%g) Except as expressly stated in this Section 8, the Series E Preferred Stock will not have any relative, participating, optional or other special voting rights or powers and the consent of the directors voting holders thereof shall not be required for the taking of any corporate action. (h) Notwithstanding the foregoing, holders of any series of Preferred Shares ranking on a parity with the Series E Preferred Stock shall not be entitled to vote together as a class, after the exercise of which right (1) the directors so elected by class with the holders of 6% Senior Series E Preferred Stock shall continue in office until the earlier on any amendment, alteration or repeal of (A) such time as their successors shall have been elected by such holders or (B) the expiration any provision of the Default Period, and (2) any vacancy in the Board may be filled by vote of the remaining directors theretofore elected by Charter unless such action affects the holders of the class of stock which elected the director whose office shall have become vacant. References in this paragraph to directors elected by holders of a particular class of stock shall include directors elected by such directors to fill vacancies as provided in clause (2) of the foregoing sentence. (v) Immediately upon the expiration of a Default Period, (1) the right of the holders of 6% Senior Series E Preferred Stock to elect directors shall cease, (2) the term and such other series of any directors elected by the holders of 6% Senior Preferred Stock shall terminate, and (3) subject to immediately preceding Section 6(iv)(2), the number of directors shall be such number as may be provided for in the Certificate of Incorporation or bylaws irrespective of any increase made pursuant to the provisions of Section 6(i) of this section (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or bylaws)Shares equally.